U.S. Securities and Exchange Commission
                              Washington, DC 20549

                                   Form 10KSB
                                   ----------

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURIES  EXCHANGE ACT
     OF 1934

     For the Fiscal Year Ended:  December 31, 2004
                                 -----------------

                        Commission File Number 000-07693
                                               ---------

                         SoftNet Technology Corporation
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

             Nevada                                      13-4096315
-------------------------------------------------------------------------
(State of other jurisdiction of                        (IRS Employer
 incorporation or organization)                      Identification No.)

          One Anderson Road, Suite 105, Bernardsville, New Jersey 07924
          -------------------------------------------------------------
                    (Address of principal executive offices)

                                  908-204-9911
                           ---------------------------
                           (Issuer's telephone number)

                                     T & G 2
                 65 La Grande Avenue, Berkeley Heights, NJ 07922
              -----------------------------------------------------
              (Former name, former address, and former fiscal year,
                          if changed since last report)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                             Yes [ X ]       No [  ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of December 31, 2004:

       As of December 31, 2004, there were  outstanding : 112,669,077  shares of
Class A Common Stock,  $0.001 par value,  and 5,000,000 shares of Class B Common
Stock, $0.001 par value.

     Transitional Small Business Disclosure Format (check one);

                             Yes [   ]       No  [ X ]


<PAGE>






                                     PART I
                                     ------

Item 1.  Business
-----------------

     On January 12, 2002, Solutions Technology, Inc. was acquired as a wholly
owned subsidiary. On February 14, 2002 Softnet Technology Corp (SoftNet),
formerly known as T & G2, changed its name from International Mercantile
Corporation to T & G2 and simultaneously the state of incorporation from
Missouri to Nevada. On or about August 2004 the Company changed It's name from T
& G2 to SoftNet Technology Corp. SoftNet began trading with the ticker symbol of
TTGG. In August 2004 the ticker symbol was changed to STTC and currently trades
under that trading symbol on the Over The Counter Bulletin Board. On or about
March 18, 2002, SoftNet acquired Zingo Sales, Ltd. as a wholly owned subsidiary.
Therefore, SoftNet ran its business operations through the two wholly owned
subsidiaries - Solutions Technology, Inc. and Zingo Sales, Ltd. On or about
March 2004, SoftNet acquired Holtermann & Team GmbH (a Frankfurt, Germany Based
Company) as a wholly owned subsidiary and subsequently changed It's name to
SoftNet International GmbH. On or about July 31, 2004 SoftNet sold Zingo Sales
for a $300,000 note and an ongoing sharing of revenue generated by Zingo in
perpetuity. Effective July 1, 2004, Softnet acquired Wholesalebyus, LLC. After
year-end 2004, SoftNet acquired Indigo Technology Services. A complete business
description of SoftNet and subsidiaries follows below:

Solutions Technology, Inc.
--------------------------

     Solutions Technology has developed the SecureTime Biometric ID System
(hereinafter referred to as SecureTime) to solve the time and attendance needs
of companies. In the high-paced tension of the global economy, it is getting
increasingly difficult for small and mid-size firms to remain competitive.
Everyday small and mid-size firms unable to keep pace with the rising cost of
managing their employee base, is being added to the long list of recent business
causalities. The explanation most often tendered to account for this phenomenon
is that small and mid-size firms are unable to take advantage of the latest
technological management solutions. High development and acquisition costs put
cost-saving solutions out of the reach of smaller, marginally funded companies.
For those fortunate enough to acquire these technologies, the cost of
maintaining these systems makes further upgrades cost-prohibitive. SecureTime
has developed a solution that effectively responds to the growing technology
market, particularly as it relates to the small and mid-size firm.

     Innovative in its application of advanced attendance management technology,
SecureTime significantly reduces the cost of tracking employee attendance. To
add even more value to the system, they bundle a payroll management system with
the attendance maintenance system - further reducing the cost of maintaining
employee records. Even the most conservative impact estimates show small and
mid-size firms can dramatically cut their attendance management costs by
installing this state-of-the art attendance management system. For a minimal
service fee, SecureTime installs attendance management hardware, integrates
clock maintenance software and connectivity software and provides around the
clock maintenance of the system. To increase the value of the system to the
client, they include payroll management software that allows the centralized
SecureTime office in Long Beach, California to compile and prepare complete
payroll records for all their managed users. Once verified by the using client,
this data can then be electronically forwarded to an issuing payroll management
office. The issuing payroll office then prepares and issues the employee's
payroll check. More important, SecureTime provides this service for an
affordable price. The combination of affordability, reliability and security
virtually eliminates the need for most small and mid-size firms to maintain
their expensive (and often outdated) organic attendance and payroll management
systems.

     Historically, capital costs have made it impossible for small and mid-size
firms to access this kind of advanced attendance management technology. The cost
to purchase, service, and upgrade such technology for a small firm can run as
much as $20,000 per year. These high capital expenses make the barrier to entry
so high most small firms cannot reasonably consider integrating such technology.
Unfortunately, many of these smaller firms have higher than average (relative to
larger firms) turnover, making attendance verification more problematic and
costly. The SecureTime attendance management service is the perfect solution for
this very serious management challenge.





<PAGE>






                                     Concept
                                     -------

     Relying on long-time established "best business practices," SecureTime has
found an innovative way to solve a routine but challenging management problem -
attendance management. How do they do it? First, SecureTime integrates the
latest in biometric, fingerprint recognition technology into a time clock
thereby providing small and mid-size firms one the most reliable and secure
employee attendance tracking system available. Then, they enhance this
sophisticated hardware by developing and loading software that allows the clock
to:

1.   Maintain complete and accurate attendance data;
2.   Automatically up-load the time clock data to a centralized storage facility
     in a off-site location, and;
3.   Instruct the centralized computer to prepare timely and accurate summary
     reports (which are electronically transmitted back to the client).

To further advance the clock's usefulness to the client, SecureTime includes
with the clock payroll management software that allows SecureTime's centralized
processing center to prepare detailed payroll information. (If the client
requests, SecureTime can forward that information to a payroll check preparation
service, so that the client is not required to maintain its own low-tech organic
payroll maintenance system.)

     Cost-saving technologies to solve routine management problems made
affordable and accessible to the small and mid-size business --- gives the
Corporation a serious advantage in the attendance management market. The
Corporation benefits because it establishes a presence in a seriously
under-served market. Clients benefit because the system dramatically reduces the
cost of managing attendance and payroll preparation. Investors benefit because
they have become part one of fast-growing, highly-dynamic technology service
organization around.


                                    Services
                                    --------

     SecureTime offers the only complete turnkey solution a small or mid-size
company needs to collect time and attendance, scheduling, entitlements, and
personal/pay records. With a seamless interface to payroll services, it provides
the client with one of the most cohesive time and attendance management system
available anywhere.


                                 The Time Clock
                                 --------------

     The biometric time clock eliminates the possibility of time card fraud by
making it virtually impossible for one employee to clock in for another.
Capitalizing on the latest advances in fingerprint recognition technologies, the
time clock uses a state of art smart card to store employee information. When
the employee reports to work, they press their fingers to the screen. The
fingerprint is compared in real time to the pre-loaded fingerprint associated
with that employee. Only when the two fingerprints match does the employee get
credit for attendance. This turnkey solution is a stand-alone system. The client
only pays a minimal per employee service charge to purchase the services. Once
installed, it will replace the client's costly, low-tech organic system. The
customer is only required to respond to the exceptions to the schedule that
occur during the payroll period to receive the most accurate and reliable
attendance data available.

     Client advantages include:

o    Affordable access to a reliable, high-quality alternative to company owned
     low-tech time clocks and to in-house labor resources.
o    Access to SecureTime high level technical team
o    Customized attendance reporting
o    Real-time access to valuable attendance maintenance data
o    Full turnkey operational solution to attendance management, with a software
     bundle that provides both attendance and payroll data.


<PAGE>






                                 Market Strategy
                                 ---------------

Target Market Segment Strategy
------------------------------

     o    Companies with 30 or more employees

     o    Companies experiencing rapid growth

     o    Companies dissatisfied with current level of service

     o    Companies tired of the high cost of maintenance contracts

     o    Companies who can't control buddy punching

     o    Companies who require personalized service

     o    Companies in under served geographic locations


                                Competitive Edge
                                ----------------

     SecureTime enters the market with a significant competitive edge: there are
no competitors that combine both a hardware and software systems as part of
their attendance solution. The expensive attendance solutions available from
competing vendors (often designed to service large corporations) require the
customer to purchase equipment or sign an expensive long-term maintenance
contract. The SecureTime solution is affordable, reliable and secure. Further,
the system can be easily expanded to handle any future payroll and attendance
management needs that the customer may have.

     SecureTime is a solution provider and developing new high-tech solutions is
its expertise and key to the continued growth of our customer base. Its initial
position in the small and mid-size firm market is very hard to match. However,
it is important for the Corporation to maintain its strategic focus by
continuing to develop, market, and maintain the latest in technological
solutions.


                         Competition and Buying Patterns
                         -------------------------------

     Currently, the attendance maintenance industry is divided into two service
areas: one that sells hardware and other that provides the payroll service. The
purchase cost of a typical time-clock system without a biometric device is
$12,000 to $15,000. Contributing to this financial stress, most systems require
the client to purchase an annual maintenance service (averaging in the thousands
of dollars) in order to keep pace with advances in attendance maintenance. In
all cases the hardware and software come from different vendors and maintenance
is always third party, which introduces longer run-up times and constant
integration complications. For Fortune 500 companies with deeper pockets, this
may be a minor inefficiency; however for struggling smaller and mid-size firms
this can be a serious drain on limited capital resources. To make matters worse
for the smaller firms, others in the attendance maintenance industry prefer to
cherry pick the best industries leaving the majority of business to be service
by small local providers. Unfortunately, most small providers do not have the
technological sophistication to provide the sole source solution and a high
level of service their customers seek.


                             Market Analysis Summary
                             -----------------------

     Initially SecureTime has been focusing on and will continue to market to
companies with 30 or more employees located in geographic markets not being
serviced by the competition. SecureTime will target small to mid-sized companies
that have recently experienced rapid growth and have not yet added a payroll
department. These strategically selected markets, along with the technological
advantages of the SecureTime attendance management system, gives the Corporation
significant sales leverage - an advantage that extends well into the future.


                      Strategies and Implementation Summary
                      -------------------------------------

     To better service our customer's installation and marketing needs,
SecureTime has developed a two-prong implementation strategy. On one level, it



<PAGE>






has centralized its operation center in Long Beach, CA. This allows the
Corporation to take advantage of the economy of scale that comes from
centralizing service operations and it allows SecureTime to maintain the highest
in-service operations available. The second prong is to decentralize
installation and customer-interface by relying on geographically dispersed,
independent service distributors. This avoids the degradation of customer
support so often associated with large centralized operations. Further, it gives
the kind of personalized customer support so necessary to the successful
customer-supplier exchange.


                              Positions for Growth
                              --------------------

     Initial expansion markets include: Southern California, Nevada, Arizona,
Texas, Oklahoma, and Florida. In time, the Corporation will expand its markets
in the Southwest, Pacific Northwest, Northeast and Southeast. Additionally,
SecureTime is now beginning to talk with and explore the possibility of
partnering with large and small (Professional Employee Operations) PEO's for the
distribution of the SecureTime System. A revenue sharing ratio between the
Corporation and the distributor compliments the affordable entry costs to
encourage the natural entrepreneurial drive of our distributors. Hardware and
software initiatives are not only designed to maintain system viability, they
are designed to promote growth by demonstrating system flexibility. The
combination of a highly motivated local team of distributors and exceptionally
creative home team virtually ensures the continued growth of this valuable
technology. SecureTime has found it difficult to get the distributions and sales
of the SecureTime system jumpstarted. This is mainly due to a lack of funds
available to implement the marketing and distributions strategies discussed
above. However, the funding concerns of the Company seem to have been solved.

WholesaleByUs, LLC
------------------

     WholesaleByUs, LLC (WBU) has developed the WBU System to solve the need for
Suppliers of products (manufacturers wholesalers distributors, retailers and the
like) to reach the widest array of consumers through the Internet. In the
high-paced tension of the global economy, it is getting increasingly difficult
for small and mid-size firms to remain competitive and for the large suppliers
of products to reduce costs while reaching the largest audience of consumers.
Everyday firms are unable to keep pace with the expansion of the Internet and
the wide and varied uses by consumers. The explanation most often tendered to
account for this phenomenon is that new technology and procedures are constantly
being created on an almost daily pace and it is unreasonable and impossible for
a company to run their business and cost effectively meet the demands of keeping
pace with these new technologies and procedures. High research and development
costs put these advances out of reach for companies who are already fighting to
keep slim profit margins. WBU has developed a solution that effectively responds
to the growing Internet market, particularly as it relates to the major supplier
of products. However, great advantages and rewards can be and will be reaped by
the smaller supplier as well.

     Innovative in its application of advanced technology and ability to
massively increase exposure, WBU significantly reduces the cost of exponentially
expanding a company's exposure for their products on the Internet and ultimately
finalizing a sale. To add even more value to the system, WBU bundles an
accounting package along with the most advanced shipping and tracking system
around further reducing the cost for a supplier of products selling on the
Internet. Even the most conservative impact estimates show small and mid-size
firms can dramatically increase exposure to consumers while actually reducing
the cost of selling to the consumer. For larger companies, the results show an
immediate expansion of distribution and sales at a reduced selling cost
resulting in greater revenues and profitability.


                                     Concept
                                     -------

     WBU has found an innovative way to solve a routine but challenging
management problem - to reach the largest and most diverse audience possible on
the Internet without adding a single dollar of cost to the supplier of the
product(s). How do they do it? First, SecureTime integrates the latest in
software technology into selling over the Internet providing small, mid-size and
large firms one the most reliable and cost effective ways to reach the largest
audience possible and at the same time providing a reliable and secure product



<PAGE>






tracking system for all parties involved. Then, they enhance this sophisticated
WBU back office by developing and loading software that allows:

Maintain a complete and accurate accounting of all sales;
Automatically register the best selling items and where the sales occurred for
better placement of the products in the future;
Electronically instruct the supplier of the product(s) to be immediately shipped
to the WBU Fulfillment center within hours of the sale being consumated;
Automatically pay the supplier upon the sale over the Internet;
The fulfillment center is controlled by an advanced software program for the
most efficient and cost effective shipment of the product.

     Cost-saving technologies and software have set up to create an innovative
system that has made affordable and accessible to the small, mid-size and large
businesses the WBU System. This gives the Supplier a serious advantage in over
other suppliers who do not use the WBU System for selling through the Internet.
The Corporation benefits because it establishes a greatly, almost exponentially,
increased presence on the Internet. Consumers benefit because the system
dramatically reduces the cost of managing and handling products for sale
ultimately reducing the cost to the consumer. Portals benefit because by having
WBU sell through them, there is increased sales and earnings and increased
consumer traffic through the portal creating a better environment for
advertising. Investors benefit because they have become part one of
fast-growing, highly-dynamic software and technology service organizations
around.


                                    Services
                                    --------

     WBU takes this amazing system even further by providing what is called
Co-Branding. This provides for individuals (stay-at-home moms/dads, individuals
looking to make part time money, micro to small organizations) the ability to
sell from a list of already available WBU products through the WBU system and
earn extra money with very little time invested. Additionally, these individuals
can also sell their own products through the WBU System. Through a very simple
uploading procedure, the individual will upload the product(s) and
instantaneously be selling through the largest collection of portals. There is
no cost for WBU in this process, so every sale that is garnered through this
process is automatically adding to the bottom line of the Company


                                 Market Strategy
                                 ---------------

Target Market Segment Strategy
------------------------------

     o    Consumers who by through the Internet

     o    Companies or individuals who have a product(s) for sale

     o    Portals on the Internet

     o    Companies tired of the high cost of middle men

     o    Companies who require personalized service

     o    Companies in under served geographic locations

     o    Companies rolling out a new product




<PAGE>






                                Competitive Edge
                                ----------------

     Anyone, individual or corporation, who sells on the Internet inherently,
competes with WBU. However, no one sell through the Internet with the Software,
technology and procedures that WBU currently offers. This has allowed WBU to
enter the market with a significant competitive edge: there are no competitors
that combine both software and technology systems that afford the ability to
sell through a massive amount of portals worldwide to a worldwide consumer base.
The expensive software and technology systems that have been developed over a
few years are in place and it would take a competitor quite some time to develop
such a system. Micro to small suppliers of products do not have the staff and/or
technical personnel nor the financial ability to develop such a system. Mid to
Large companies that are selling their own products just want to increase their
sales and WBU does that for them with no additional costs and in most instances
at a reduced cost. Portals on the Internet are just looking for increased
traffic to their website, increased transactions and increased revenue and
earnings - WBU provides that for absolutely no charge to the Portal. The
SecureTime solution is affordable, reliable and secure. Further, the system can
be easily expanded to handle any future product lines including used products

     WholesaleByUs, LLC is a solutions provider and developing new high-tech
solutions is its expertise and key to the continued growth of our supplier and
customer base. Its initial position in the market is very hard to match.
However, it is important for the Corporation to maintain its strategic focus by
continuing to develop, market, and maintain the latest in technological
solutions.


                             Market Analysis Summary
                             -----------------------

     WBU has been focusing on and will continue to market Its services to any
individual and/or company with a product to sell whether they are already
selling on the Internet or not. WBU will target initially target the most
popular portals on the Internet to be added to the WBU System for selling
products. We will target any consumer who buys through the Internet. Expansion
to not so well know portals will occur in time as well as offering services and
vacation packages. Also, used products and services will also be offered in the
future. WBU has positioned itself well and provides a service that gives the
Corporation significant sales leverage and an advantage that extends well into
the future.


                      Strategies and Implementation Summary
                      -------------------------------------

     To better service our customer's installation and marketing needs,
SecureTime has developed a two-prong implementation strategy. On one level, it
has centralized its operation center in Phoenix, Arizona, CA. This allows the
Corporation to take advantage of the economy of scale that comes from
centralizing service operations and it allows WBU to maintain the highest
in-service operations available. The second prong is to decentralize Shipping to
local regions around the United States and Internationally to reduce the cost of
shipping and Fulfillment for WBU thereby automatically increasing profitability.
Further, WBU now maintains a customer care email and toll free number for those
who purchase products through the WBU System. This gives the kind of
personalized customer support so necessary to the successful customer-supplier
exchange. No one else in the industry provides for this type and amount of
customer care.

Indigo Technology Services
--------------------------

                      Introducing the world to Better Ideas
                      -------------------------------------

Indigo Technology Services is a system integrator, software engineering and
development firm that specializes in software applications and Internet
connectively in the hospitality, financial, insurance, manufacturing, education,
and transportation industries.


                                 Company Mission
                                 ---------------

Our mission is to constantly strive to develop enduring relationships with our
clients by providing quality services through the efforts of a highly skilled
and highly motivated work force. Indigo Consultant's employees are its future -
A future that is continuously nurtured through recognition and opportunity for
achievement of personal career goals within an environment of synergy,
integrity, mutual respect and long-term commitment.




<PAGE>






                      Indigo Technology Services Commitment
                      -------------------------------------

Indigo Technology Services is committed to your success. From concept to code,
our professional consultants understand the principles of information
engineering and model-based development. Whether it's developing a strategic
information plan conducting customized training, or generating code, we have the
skills and the experience you need to be successful. Indigo Technology Services
can provide comprehensive training and consulting services on all phases of the
application development life cycle in web-based, client/server-based, or
mainframe-based legacy systems.

SoftNet International GmbH
--------------------------

SoftNet International has been setup to further the business operations of the
other subsidiary companies in the international markets - mainly in Europe. The
first major project is taking the WBU business plan to the European Union and
surrounding countries.


Item 2.  Properties
-------------------

The SoftNet has several different sites that operations are run from the
Subsidiary Companies. The first is an office operated by James M. Farinella at
One Anderson Road, Suite 105, Bernardsville, NJ 07924 and acts as the Corporate
Headquarters for Softnet. This space is approximately 1,000 square feet. There
are three more offices out on the west coast where most of the business
operations are conducted through two of the wholly owned subsidiaries that are
based on the west coast the United States. Solutions Technology has two offices.
One of the offices is located at 4335 South Industrial Road, Suite 430, Las
Vegas, NV 89103 while the other office is maintained at 2704 E. Spring Street,
Suite 200, Long Beach, CA 90806. WBU is based in Phoenix, Arizona while Indigo
Technology Services is based in Atlanta Georgia. The German Subsidiary, SoftNet
International, is based in Frankfurt, Germany and will act as the main
headquarters for most of SoftNet's international business operations in the
future.


Item 3.  Legal Proceedings
--------------------------

At the current time, there are no legal proceedings or threatened legal
proceedings.


Item 4.  Submission of Matters to Vote of Security Holders
----------------------------------------------------------

Not applicable.


                                     PART II
                                     -------

Item 5.  Market for Company's Common Stock and Related Stockholder Matters
--------------------------------------------------------------------------

                              Market For Securities
                              ---------------------

The Company's common stock is listed for quotation on the OTC Electronic
Bulletin Board under the symbol "STTC". The market for such shares is limited
and no assurance can be given that a significant trading market for SoftNet's
common stock will develop or, if developed, will be sustained. However, there is
approximately 1,500,000 shares traded on a daily bases providing for some
liquidity for the publicly traded shares

The following table sets forth the range of the high and low closing bid prices
of the Company's common stock during each of the calendar quarters identified
below. These bid prices were obtained from the National Quotation Bureau, Inc.
and NASDAQ Trading & Market Services and do not necessarily reflect actual
transactions, retail markups, markdowns or commissions. The transactions include
inter-dealer transactions. The Company's management believes that the following
data is anecdotal and may bear no relation to the true value of SoftNet's common
stock or the range of prices that would prevail in a fluid market.



<PAGE>






          2003                   High*              Low*
          ----                   ----              ----
          1st Quarter            $0.15             $0.105
          2nd Quarter            $0.155            $0.05
          3rd Quarter            $0.23             $0.115
          4th Quarter            $0.198            $0.1275


          2004                   High*              Low*
          ----                   ----              ----
          1st Quarter            $0.105            $0.075
          2nd Quarter            $0.15             $0.04
          3rd Quarter            $0.075            $0.018
          4th Quarter            $0.184            $0.038


Item 6. Management's Discussion and Analysis of Financial Conditions and Results
--------------------------------------------------------------------------------
of Operations
-------------

Introduction
------------

The following discussion and analysis highlights the financial position of
SoftNet Technology Corp (SoftNet) at December 31, 2004 compared to year-end
December 31, 2003, and plan of operations for the years ended December 31, 2004
and 2003. The business activities of the Company are now that of the four wholly
owned subsidiaries - Solutions Technology Inc., Wholesalebyus, LLC (WBU), Indigo
Technology Services, and SoftNet International GmbH. Comparisons are provided in
this report but the Company has made a major change to its operations and
business activity and just began to generate any type of significant revenue. In
reviewing the Company's numbers in this report, it must be remembered that it
essentially shows the first year of operations of three of the Company's four
wholly owned subsidiaries - mainly WBU.

Certain statements in this Form 10-KSB, including information set forth under
Item 2. Management's Discussion and Analysis of Financial Condition and Result
of Operations constitute `forward-looking statements' within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "Act"). Such
forward-looking statements are identified by words such as "intends,"
"anticipates," "hopes," and "expects," among others, and include, without
limitation, statements regarding the Company's plan of business operations,
anticipated revenues, related expenditures, and the results of any business
transactions. Factors that could cause actual results to differ materially
include, among others, the following: acceptability of the Company's services in
the market place, general economic conditions, political and economic conditions
in the United States and abroad, and competition. Investors are cautioned not to
put undue reliance on forward-looking statements. Except as otherwise required
by applicable securities statutes or regulations, the Company disclaims any
intent to update publicly these forward-looking statements, whether as a result
of new information, future events or otherwise.

Plan of Operation
-----------------

The Company entered into a transaction to acquire a German based business entity
for the distribution and furtherance of the Company's business including the
investment of up to $950,000. All of the $950,000 has been funded. A portion of
the money was used to acquire WBU and to fund the expansion of the WBU business.
Other funds were used to fund the further development of Solutions Technology to
bring the SecureTime Biometric ID System to the point where it could be mass



<PAGE>






marketed. Some of the money was used to acquire Indigo Technology Services
subsequent to the 2004 year end. Additionally, some of these funds were used to
begin the development of SoftNet International and prepare for business
operations in international markets. Lastly, some funds were used for working
capital and to pay for all of the legal and accounting fees for the Parent
company. Additionally, the Company's management entered into a transaction for
funding in the form of a debt financing. With this debt funding, SoftNet issued
150,000,000 shares of the Company's Class A Common in certificate form. These
shares are being held in escrow in certificate form in a reputable European Bank
in Switzerland. The loan if a closing occurs will have a three (3) year term at
6% interest. The loan can be paid off without penalty at anytime after the first
anniversary. SoftNet Management is highly confident that the loan can be repaid
from future cash flow within the three (3) year period. An equity financing may
be an attractive alternative to retire the loan in the next year or two given
the tremendous fundamental development of the overall Company. This loan will be
instrumental in the development of SoftNet and subsidiaries.

For the following twelve month period from January, 2005 to December, 2005 it is
anticipated, absent the Company's obtaining other sources of liquidity as
described above, the Company's primary funding for ongoing corporate expenses,
such as legal and accounting fees and filing fees, will be provided by the
private sale of the Company's securities and from operating activities.
Thereafter, the Company anticipates to further expand the WBU business to the
point of profitability in the coming months and generate revenues from the sale
of their time clocks. The acquisition of Indigo immediately bring positive cash
flow from that and should help SoftNet to Achieve profitability sooner rather
than later. To help expand the awareness for the SoftNet subsidiaries, the
Company engaged the services of TVA productions in Los Angeles, California to
build brand name awareness for the WBU online shopping site as well as introduce
the benefits of selling through WBU to other business to attract more products
for sale. Secondly, TVA will be charged with introducing Solutions Technology
and the SecureTime Biometric ID System to the business community in a large
scale way. Solutions Technology believes that the SecureTime System is ready for
this rollout. Large-scale success is anticipated. However, if viability of the
SecureTime System is not realize in the coming year, then the operations of
Solutions Technology will be terminated. Indigo Will greatly benefit as well
from this product and Company promotion.

The Company's management has ongoing discussions with investment bankers
pertaining to additional financing as an option for repayment of the restricted
stock loan that SoftNet just entered into but not yet closed. This would include
the possibility of a private place as the first option under consideration with
the possibility of a registration statement as a second option. Such a financing
would probably not occur until 2006 or later. Management believes this would
provide for ample opportunity to build the fundamentals of the company with the
hope to perform such a financing at a much higher and non-dilutive price than
currently would be necessary. However, there can be no assurance management will
be successful in these endeavors.

Liquidity and Capital Resources
-------------------------------

For the year ended December 31, 2004, the Company used ($939,191) in operating
activities compared to ($1,079,542) for the year ended December 31, 2003. Of
this amount for 2004, a majority is due to the operating losses incurred in
starting up the three (3) wholly owned subsidiaries, which we believe will
translate into generating increased cash flows. However, a majority of the
increase are attributable to the issuances of stock for the acquisition of both
SoftNet International, formerly known as Holtermann & Team GmbH and
Wholesalebyus, LLC for which the Company recorded $849,964 as impairment of
goodwill. Additionally, $331,650 in 2004 and $488,360 in 2003 worth of stock was
issued for services. In addition, in 2003, the Company incurred $479,610, as
discounts on the stock issued for the year. The Company did receive $1,084,731
from the sale of stock in the year ended December 31, 2004, compared to
$1,438,293 for the year ended December 31, 2003. The Company has also borrowed
certain amounts from related parties as well as banks to finance the beginning
production costs for its time clocks and for the acquisition and further
development of WBU. The funding that was recently received will enable the
Company to market, and produce its products. We anticipate that going forward;
we will streamline administrative, and professional fees to conserve cash flow.
The recognition of revenues has occurred and as revenue continues to grow and
the recognition of positive cash flow is attained, certain expenses will
increase, but only in accordance with the increase in revenues.

Going Concern. The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. The Company has suffered recurring
losses from operations and at December 31, 2004 and 2003 had a working capital
deficit. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.




<PAGE>






ITEM 7.  CONTROLS AND PROCEDURES
--------------------------------

Internal Control Policy
-----------------------

In April 2003, the Company implemented an Internal Control Policy allowing for
the confidential receipt and treatment of complaints in regards to the Company's
internal accounting controls and auditing matters. A director, officer or
employee may file a confidential and anonymous concern regarding questionable
accounting or auditing maters to an independent representative of the Company's
Audit Committee. As of December 31, 2003, an evaluation was performed under the
supervision and with the participation of the Company's management, including
the Chief Executive Officer and the Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on that evaluation, the Company's management, including
the Chief Executive Officer and the Chief Financial Officer, concluded that the
Company's disclosure controls and procedures were effective as of December 31,
2003. There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect internal controls subsequent
to December 31, 2004.

Code of Ethics
--------------

In September 2002, the Company implemented a Code of Ethics by which directors,
officers and employees commit and undertake to personal and corporate growth,
dedicate themselves to excellence, integrity and responsiveness to the
marketplace, and work together to enhance the value of the Company for the
shareholders, vendors, and customers.


Item 8.  Financial Statements and Supplementary Data.
-----------------------------------------------------

All financial information required by this Item is attached hereto beginning on
Page F-1

Item 9.  Changes In and Disagreements with Accountants on Accounting and
------------------------------------------------------------------------
Financial Disclosure.
---------------------

     There are no disagreements with the current auditors and there has not been
a change and no anticipation of a change with the auditor. Currently engaged by
the Company is Bagell, Josephs & Company, LLC.. The auditors are located at High
Ridge Commons, 200 Haddonfield Berlin Road Suites 400-403, , Gibbsboro, NJ 08026


                                    PART III
                                    --------

Item 10.  Directors and Executive Officers of the Company
---------------------------------------------------------

            James M. Farinella - Chairman of the Board/President/CEO
            Age: 38 years old
            Number of shares owned:    2,243,193 Class A shares
                                       2,500,000 Class B shares

            David A. Facciani - Executive Vice President/Board of Directors
            Age: 61 years old
            Number of shares owned:   2,048,250  Class A shares
                                      2,500,000  Class B shares

            Doug Wetzel - Board of Directors
            Age: 50 years old
            Number of shares owned:       64,000 Class A shares


Item 11.  Executive Compensation
--------------------------------

On or about July 2004 the CEO of the Company started to receive a gross salary
of $7,500 per month. Additionally, all members of the board of directors receive



<PAGE>






an annual fee of $10,000. As of December 31, 2004 two Board Members received the
fee. The Chairman of the board had not received the fee for 2003 or 2004. This
fee has been accrued.


Item 12.  Security Ownership of Certain Beneficial Owners and Management.
-------------------------------------------------------------------------

The following table sets forth, as of December 31, 2003 the only persons known
to the Company to be beneficial owners of more than five percent (5%) of the
outstanding number of shares of the Company.

            James M. Farinella - Chairman of the Board/President/CEO
            Age: 38 years old
            Number of shares owned:    2,243,193 Class A shares
                                       2,500,000 Class B shares

            David A. Facciani - Executive Vice President/Board of Directors
            Age: 61 years old
            Number of shares owned:   2,048,250  Class A shares
                                       2,500,000 Class B shares

            Doug Wetzel - Board of Directors
            Age: 50 years old
            Number of shares owned:       64,000 Class A shares


Item 13.  Certain Relationship and Related Transactions
-------------------------------------------------------

Amounts due to related parties at December 31, 2004 and 2003 were $63,367 and
$162,622, respectively, and include the following:

A note payable to an officer totaling $0 and $51,922, respectively, at 10%
interest, payable monthly, due on demand.

A note payable to company's through common ownership in the amount of $68,061
and $109,000, respectively, at 10% interest, payable monthly, due on demand. At
December 31, 2004, the Company has approximately $16,402 in accrued interest to
this company.


Item 14.  Exhibits, Financial Statements, Schedules and Reports on Form 8-K
---------------------------------------------------------------------------

(a)  The following documents are filed as part of this Report.

     1.   Financial Statements.

     2.   Reports on Form 8-K

     3.   Acquisition Agreement for Holtermann & Team GmbH

     4.   Acquisition Agreement for WholesaleByUs, LLC








<PAGE>






                                   SIGNATURES
                                   ----------

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.


SoftNet Technology Corp
(Registrant)



JAMES FARINELLA
---------------------------
James Farinella
President
Dated: March 16, 2005










































<PAGE>














                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
                        CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003













































<PAGE>






                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


                                                                         Page(s)
                                                                         -------



Report of Independent Registered Public Accounting Firm                     1

Balance Sheets as of December 31, 2003 and 2002                             2

Statements of Operations for the Years Ended
   December 31, 2004 and 2003                                               3

Statement of Changes in Stockholders' Equity (Deficit)
    for the Years Ended December 31, 2004 and 2003                          4

Statement of Comprehensive Income (Loss) for the
    Years Ended December 31, 2004 and 2003                                  5

Statements of Cash Flows for the Years Ended
   December 31, 2004 and 2003                                              6-7

Notes to Consolidated Financial Statements                                 8-28
























<PAGE>






             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNING FIRM
             ------------------------------------------------------


To the Stockholders of
Softnet Technology Corp. and Subsidiaries
(Formerly T & G2, Inc.)
Bernardsville, NJ


We  have  audited  the  accompanying  consolidated  balance  sheets  of  Softnet
Technology  Corp. and  Subsidiaries  (the "Company") as of December 31, 2004 and
2003  and  the  related  consolidated  statements  of  operations,   changes  in
stockholders' equity (deficit),  comprehensive income (loss), and cash flows for
the  years  then  ended.  These  consolidated   financial   statements  are  the
responsibility  of management.  Our  responsibility  is to express an opinion on
these consolidated financial statements based on our audits.

We conducted our audits in accordance  with standards  established by the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits to obtain reasonable  assurance about whether the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

The  accompanying  consolidated  financial  statements for December 31, 2004 and
2003 have been prepared  assuming the Company will continue as a going  concern.
As discussed in Note 10 to the consolidated  financial  statements,  the Company
has  incurred   substantial   accumulated  deficits  and  has  recently  started
operations  of their gaming  division.  These issues lead to  substantial  doubt
about the Company's ability to continue as a going concern.  Management's  plans
in regards to these  matters  are also  discussed  in Note 10. The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of these uncertainties.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Softnet
Technology  Corp.  and  Subsidiaries  as of December 31, 2004 and 2003,  and the
results  of  its  consolidated  operations,   changes  in  stockholders'  equity
(deficit),  comprehensive income (loss), and cash flows for the years then ended
in conformity with accounting principles generally accepted in the United States
of America.

BAGELL, JOSEPHS & COMPANY, L.L.C.
---------------------------------
BAGELL, JOSEPHS & COMPANY, L.L.C.
Gibbsboro, New Jersey

February 22, 2005





                                        1
<PAGE>



<TABLE>
<CAPTION>
                   SOFTNET TECHNOLOGY CORP., AND SUBSIDIARIES
                             (FORMERLY T & G2 INC.)
                          CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2004 AND 2003


                                     ASSETS
                                     ------
                                                                                            (Reclassified)
                                                                             2004                2003
                                                                       ----------------    ----------------

<S>                                                                    <C>                 <C>
Current Assets:
  Cash and cash equivalents                                            $        50,272     $        11,839
  Accounts receivable, net                                                     199,612               5,625
  Note receivable                                                              300,000                   -
  Net assets from discontinued operations                                            -             258,992
  Prepaid expenses and other current assets                                     38,449               2,222
                                                                       ----------------    ----------------

    Total Current Assets                                                       588,333             278,678
                                                                       ----------------    ----------------

  Fixed assets, net of depreciation                                             18,386              31,050
  Deposits                                                                       3,570               2,070
  Goodwill, net of impairment                                                1,200,000                   -
                                                                       ----------------    ----------------

TOTAL ASSETS                                                           $     1,810,289     $       311,798
                                                                       ================    ================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

LIABILITIES
Current Liabilities:
  Accounts payable and accrued expenses                                $       725,554     $       289,711
  Due to related parties                                                        63,367             162,622
                                                                       ----------------    ----------------

    Total Current Liabilities                                                  788,921             452,333
                                                                       ----------------    ----------------

    Total Liabilities                                                          788,921             452,333
                                                                       ----------------    ----------------

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred Stock, Series A, $1.00 Par Value; 5,000,000 shares
    authorized, 0 shares issued and outstanding at
    December 31, 2004 and 2003, respectively                                         -                   -
  Preferred Stock, Series B, $.001 Par Value; 5,000,000 shares
    authorized, 2,000,000 and 282,703 shares issued and
    outstanding at December 31, 2004 and 2003, respectively                      2,000                 283
  Common Stock, Class A, $.001  Par Value; 500,000,000
    shares authorized, 263,150,469 and 35,669,077 shares issued,
    150,000,000 and 0 shares held in escrow and
    and 112,869,069 and 35,377,677 shares outstanding at
    December 31, 2004 and 2003, respectively                                   263,150              35,669
  Common Stock, Class B, $.001  5,000,000 shares authorized
    and 5,000,000 shares issued and outstanding at
    December 31, 2004 and 2003 respectively                                      5,000               5,000
  Subscriptions receivable                                                  (2,159,114)          (124,815)
  Stock issued as collateral for note payable                                 (900,000)                  -
  Warrants                                                                      62,500              62,500
  Additional paid-in capital                                                22,995,557          17,063,275
  Treasury stock, at cost, 281,400 shares                                      (37,338)            (37,338)
  Accumulated other comprehensive income (loss)                                 (6,691)                  -
  Deficit                                                                  (19,203,696)        (17,145,109)
                                                                       ----------------    ----------------

    Total Stockholders' Equity (Deficit)                                     1,021,368            (140,535)
                                                                       ----------------    ----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                   $     1,810,289     $       311,798
                                                                       ================    ================
</TABLE>



               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                        2
<PAGE>



<TABLE>
<CAPTION>
                   SOFTNET TECHNOLOGY CORP., AND SUBSIDIARIES
                             (FORMERLY T & G2 INC.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

                                                                      (Reclassified)
                                                       2004                2003
                                                 ----------------    ----------------

<S>                                              <C>                 <C>
OPERATING REVENUES
  Revenue                                        $       343,760     $        14,834

COST OF SALES                                            201,805               2,528
                                                 ----------------    ----------------

GROSS PROFIT                                             141,955              12,306
                                                 ----------------    ----------------

OPERATING EXPENSES
  Professional fees and compensation expenses            843,859           1,250,136
  Advertising and marketing expenses                     112,096             448,037
  General and administrative expenses                    354,007             308,097
  Depreciation and amortization                           21,652              38,670
                                                 ----------------    ----------------
    Total Operating Expenses                           1,331,614           2,044,940

LOSS BEFORE OTHER (EXPENSE)                           (1,189,659)         (2,032,634)

OTHER (EXPENSE)
  Legal settlement                                             -            (192,000)
  Impairment of goodwill                                (849,964)                  -
  Interest expense, net                                  (43,528)            (31,215)
                                                 ----------------    ----------------
    Total Other (Expense)                               (893,492)           (223,215)
                                                 ----------------    ----------------

NET LOSS FROM CONTINUING OPERATIONS                   (2,083,151)         (2,255,849)

DISCONTINUED OPERATIONS
  Gain (loss) from discontinued operations,
    net of income taxes                                    8,482             (97,983)
  Gain on disposal                                        16,082                   -
                                                 ----------------    ----------------
    Total Discontinued Operations                         24,564             (97,983)
                                                 ----------------    ----------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES            (2,058,587)         (2,353,832)

Provision for Income Taxes                                     -                (800)
                                                 ----------------    ----------------

NET LOSS APPLICABLE TO COMMON SHARES             $    (2,058,587)    $    (2,354,632)
                                                 ================    ================

NET LOSS PER BASIC AND DILUTED SHARES            $      (0.03095)    $      (0.04183)
                                                 ================    ================
  From continuing operations                     $         (0.03)    $         (0.04)
                                                 ----------------    ----------------
  From discontinued operations                   $          0.00     $         (0.00)
                                                 ----------------    ----------------
  From sale of subsidiary                        $          0.00     $             -
                                                 ----------------    ----------------

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                                66,521,080          56,289,764
                                                 ================    ================
</TABLE>



               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                        3
<PAGE>



<TABLE>
<CAPTION>
                   SOFTNET TECHNOLOGY CORP., AND SUBSIDIARIES
                             (FORMERLY T & G2 INC.)
       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


                                                 Preferred Stock A  Preferred Stock B  Common Stock Class A  Common Stock Classs B
Description                                      Shares     Amount  Shares     Amount  Shares        Amount  Shares         Amount
-----------                                      ------     ------  ------     ------  ------        ------  ------         ------

<S>                                              <C>        <C>     <C>        <C>    <C>         <C>        <C>           <C>
Balance, December 31, 2002                            -     $    -          -  $    -  78,928,744 $  78,929   1,142,858    $ 1,143

Cancellation of common stock B share                  -          -          -       -           -         -  (1,142,858)    (1,143)

Issuance of common share B shares                     -          -          -       -           -         -   5,000,000      5,000

Repurchase of 291,400 shares of treasury stock        -          -          -       -           -         -           -          -

Stock issued for compensation                         -          -          -       -   1,260,000     1,260           -          -

Stock issued as collateral for note payable           -          -          -       -  32,100,000    32,100           -          -

Stock cancelled for collateral as note payable        -          -          -       - (98,766,667)  (98,767)          -          -

Shares issued for consulting service
  and settlement                                      -          -          -       -   6,142,000     6,142           -          -

Shares issued for cash                                -          -          -       -  16,005,000    16,005           -          -

Payments on subscriptions receivable                  -          -          -       -           -         -           -          -

Discounts of common stock for cash                    -          -          -       -           -         -           -          -

Amortization of unearned compensation                 -          -          -       -           -         -           -          -

Issuance of Preferred Stock B                         -          -    282,703     283           -         -           -          -

Reclassification of debt to equity on
  note payable                                        -          -          -       -           -         -           -          -

Net loss for the year                                 -          -          -       -           -         -           -          -
                                                 -----------------------------------------------------------------------------------

Balance, December 31, 2003                            -          -    282,703     283  35,669,077    35,669   5,000,000      5,000

Preferred shares issued as collateral for
  promissory note                                     -          -    668,000     668           -         -           -          -

Preferred shares issued for note                      -          -  2,000,000   2,000           -         -           -          -

Shares issued for legal                               -          -          -       -      30,000        30           -          -

Shares issued for accrued expenses                    -          -          -       -      50,000        50           -          -

Shares issued for consulting service                  -          -          -       -   3,585,000     3,585           -          -

Shares issued as collateral for note agreement        -          -          -       - 150,000,000   150,000           -          -

Shares issued for acquisition of Holtermann           -          -          -       -  10,000,000    10,000           -          -

Shares issued for acquisition of WholesaleByUs        -          -          -          20,000,000     2,000           -          -

Shares issued for cash                                -          -          -       -  43,816,392    43,816           -          -

Cancellation of preferred shares                      -          -   (950,703)   (951)          -         -           -          -

Net loss for the year                                 -          -        -         -           -         -           -          -
                                                 -----------------------------------------------------------------------------------

Balance, December 31, 2004                            -     $    -  2,000,000 $ 2,000 263,150,469 $ 263,150   5,000,000    $ 5,000
                                                 ===================================================================================


<PAGE>




<CAPTION>
(continued)
                                                                               Collateral
                                                   Unearned   Subscriptions     for Note                   Additional    Treasury
Description                                      Compensation   Receivable      Payable      Warrants   Paid-in Capital    Stock
-----------                                      ------------ -------------  --------------  --------   ---------------  ---------

<S>                                              <C>          <C>            <C>             <C>        <C>              <C>
Balance, December 31, 2002                       $     (1,310)$     (46,155) $   (8,666,667) $ 662,500  $    22,839,650  $       -

Cancellation of common stock B share                        -             -               -          -            1,143          -

Issuance of common share B shares                           -             -               -          -           (5,000)         -

Repurchase of 291,400 shares of treasury stock              -             -               -          -                -    (37,338)

Stock issued for compensation                               -             -               -          -          103,940          -

Stock issued as collateral for note payable                 -             -      (2,247,000)         -        2,214,900          -

Stock cancelled for collateral as note payable              -             -      10,913,667          -      (10,814,900)         -

Shares issued for consulting service
  and settlement                                            -             -               -          -          674,218          -

Shares issued for cash                                      -      (359,560)              -          -        1,500,948          -

Payments on subscriptions receivable                        -       280,900               -          -                -          -

Discounts of common stock for cash                          -             -               -          -          479,610          -

Amortization of unearned compensation                   1,310             -               -          -                -          -

Issuance of Preferred Stock B                               -             -               -          -             (283)         -

Reclassification of debt to equity on
  note payable                                              -             -               -          -           69,049          -

Net loss for the year                                       -             -               -          -                -          -
                                                 -----------------------------------------------------------------------------------

Balance, December 31, 2003                                  -      (124,815)              -     62,500       17,063,275    (37,338)

Preferred shares issued as collateral for
  promissory note                                           -             -               -          -             (668)         -

Preferred shares issued for note                            -    (2,000,000)              -          -        1,998,000          -

Shares issued for legal                                     -             -               -          -            3,270          -

Shares issued for accrued expenses                          -             -               -          -            7,450          -

Shares issued for consulting service                        -             -               -          -          328,065          -

Shares issued as collateral for note agreement              -             -               -          -          750,000          -

Shares issued for acquisition of Holtermann                 -             -               -          -          990,000          -

Shares issued for acquisition of WholesaleByUs              -             -               -          -          780,000          -

Shares issued for cash                                      -       (34,299)              -          -        1,075,214          -

Cancellation of preferred shares                            -             -               -          -              951          -

Net loss for the year                                       -             -               -          -                -          -
                                                 -----------------------------------------------------------------------------------

Balance, December 31, 2004                       $          - $  (2,159,114) $            -  $  62,500  $    22,995,557  $ (37,338)
                                                 ===================================================================================



<PAGE>



<CAPTION>
(continued)


Description                                         Deficit       Total
-----------                                      -------------  ----------

<S>                                              <C>            <C>
Balance, December 31, 2002                       $ (14,790,477) $ (522,387)

Cancellation of common stock B share                         -           -

Issuance of common share B shares                            -           -

Repurchase of 291,400 shares of treasury stock               -     (37,338)

Stock issued for compensation                                -     105,200

Stock issued as collateral for note payable                  -           -

Stock cancelled for collateral as note payable               -           -

Shares issued for consulting service
  and settlement                                             -     680,360

Shares issued for cash                                       -   1,157,393

Payments on subscriptions receivable                         -     280,900

Discounts of common stock for cash                           -     479,610

Amortization of unearned compensation                        -       1,310

Issuance of Preferred Stock B                                -           -

Reclassification of debt to equity on
  note payable                                               -      69,049

Net loss for the year                               (2,354,632) (2,354,632)
                                                 --------------------------

Balance, December 31, 2003                         (17,145,109)   (140,535)

Preferred shares issued as collateral for
  promissory note                                            -           -

Preferred shares issued for note                             -           -

Shares issued for legal                                      -       3,300

Shares issued for accrued expenses                           -       7,500

Shares issued for consulting service                         -     331,650

Shares issued as collateral for note agreement               -     900,000

Shares issued for acquisition of Holtermann                  -   1,000,000

Shares issued for acquisition of WholesaleByUs               -     800,000

Shares issued for cash                                       -   1,084,731

Cancellation of preferred shares                             -           -

Net loss for the year                               (2,058,587) (2,058,587)
                                                 --------------------------

Balance, December 31, 2004                       $ (19,203,696) $1,928,059
                                                 ==========================
</TABLE>



               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                        4
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
              CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003




Deficit, December 31, 2003                                      $   (17,145,109)



Net loss for the year ended December 31, 2004                        (2,058,587)
                                                                ----------------

TOTAL DEFICIT DECEMBER 31, 2004                                 $   (19,203,696)
                                                                ================


Comprehensive (loss), December 31, 2003, net of tax             $             -

Other comprehensive income, net of tax:

  Foreign currency loss for year ended December 31, 2004                 (6,691)
                                                                ----------------

Accumulated other comprehensive (loss)                          $        (6,691)
                                                                ================



Deficit, December 31, 2002                                      $   (14,790,477)

Net loss for the year ended December 31, 2003                        (2,354,632)
                                                                ----------------

TOTAL DEFICIT DECEMBER 31, 2003                                 $   (17,145,109)
                                                                ================

Comprehensive (loss), December 31, 2002, net of tax             $             -

Other comprehensive income, net of tax:

 Foreign currency loss for year ended December 31, 2003                       -
                                                                ----------------

Accumulated other comprehensive (loss)                          $             -
                                                                ================










               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                        5
<PAGE>



<TABLE>
<CAPTION>
                   SOFTNET TECHNOLOGY CORP., AND SUBSIDIARIES
                             (FORMERLY T & G2 INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


                                                                                        (Reclassified)
                                                                         2004                2003
                                                                   ----------------    ----------------

<S>                                                                <C>                 <C>
CASH FLOW FROM OPERTING ACTIVIITES
   Net loss                                                        $    (2,058,587)    $    (2,354,632)
                                                                   ----------------    ----------------
   Adjustments to reconcile net loss to net cash
     used in operating activities

     Depreciation                                                           21,652              31,215
     Amortization of unearned compensation                                       -               1,310
     Impairment of goodwill                                                849,964                   -
     Common stock issued for consulting services                           331,650             488,360
     Common stock issued for legal                                           3,300                   -
     Common stock issued for compensation                                        -             105,200
     Common stock issued for settlement of legal proceeding                      -             192,000
     (Gain) loss from discontinued operations                               (8,482)             97,983
     Gain (loss) on disposal                                                     -            (269,788)
     Foreign currency change                                                (6,691)                  -
     Discount on issuance of common stock                                        -             479,610
     Net cash provided received in acquisition of subsidiary                10,325                   -

  Changes in assets and liabilities
     (Increase) decrease in accounts receivable                           (137,538)             11,225
     (Increase) decrease in prepaid expenses                                   173              (1,769)
     (Increase) in deposits                                                 (1,500)                  -
     Increase (decrease) in accounts payable and
       and accrued expenses                                                 56,543             139,744
                                                                   ----------------    ----------------
     Total adjustments                                                   1,119,396           1,275,090
                                                                   ----------------    ----------------

     Net cash (used in) operating activities                              (939,191)         (1,079,542)
                                                                   ----------------    ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Decrease in amounts due to related parties                              (99,255)           (270,578)
   Acquisition of fixed assets                                              (7,852)             (6,567)
                                                                   ----------------    ----------------

     Net cash (used in) investing activities                              (107,107)           (277,145)
                                                                   ================    ================





               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                        6
<PAGE>



<CAPTION>
                   SOFTNET TECHNOLOGY CORP., AND SUBSIDIARIES
                             (FORMERLY T & G2 INC.)
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


                                                                                        (Reclassified)
                                                                         2004                2003
                                                                   ----------------    ----------------

<S>                                                                <C>                 <C>
CASH FLOWS FROM FINANCING ACTIVITES
   Proceeds from common stock issuances and stock subscriptions    $     1,084,731     $     1,438,293
   Net payments from issuance of notes payable - bank                            -             (32,705)
   Net payments from issuance of notes payable - other                           -              (9,400)
   Repurchase of shares                                                          -             (37,338)
                                                                   ----------------    ----------------
     Net cash provided by financing activities                           1,084,731           1,358,850
                                                                   ----------------    ----------------

NET INCREASE (DECREASE) IN
    CASH AND CASH EQUIVALENTS                                               38,433               2,163

CASH AND CASH EQUIVALENTS -
    BEGINNING OF YEAR                                                       11,839               9,676
                                                                   ----------------    ----------------

CASH AND CASH EQUIVALENTS - END OF YEAR                            $        50,272     $        11,839
                                                                   ================    ================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

CASH PAID DURING THE YEAR FOR:
    Interest expense                                                                   $        40,125
                                                                   ================    ================

SUPPLEMENTAL DISCLOSURE OF NONCASH
  ACTIVITIES:
    Issuance of common stock for:

       Consulting services                                         $       331,650     $       488,360
                                                                   ================    ================
       Legal                                                       $         3,300     $             -
                                                                   ================    ================
       Compensation                                                $             -     $       105,200
                                                                   ================    ================
       Accrued expenses                                            $         7,500     $             -
                                                                   ================    ================
       Acquisitions                                                $       800,000     $             -
                                                                   ================    ================
       Settlement of legal proceeding                              $             -     $       192,000
                                                                   ================    ================
       Preferred stock issued for investment                       $     2,000,000     $             -
                                                                   ================    ================
       Discounts on issuance of common stock                       $             -     $       479,610
                                                                   ================    ================
   Impairment of goodwill                                          $       849,964     $             -
                                                                   ================    ================
   Forgiveness of debt for note payable - other                    $             -     $        69,049
                                                                   ================    ================
   Cancellation of stock for collateral for note payable           $       900,000     $    10,913,667
                                                                   ================    ================

   Fair value of the net liabilities acquired                      $       260,289     $             -
   Goodwill acquired                                                    (1,249,964)                  -
   Common stock issued for accrued expenses                              1,000,000                   -
                                                                   ----------------    ----------------

                                                                   $        10,325     $             -
                                                                   ================    ================
</TABLE>



               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                        7
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


NOTE 1 -  ORGANIZATION AND BASIS OF PRESENTATION
          --------------------------------------

          On January 12, 2002,  International  Mercantile  Corporation  acquired
          Solutions  Technology,  Inc.  ("STI"),  formerly known as Clickese.com
          ("Clickese")  for 20,511,365  shares of the Class A common stock,  and
          the former owners of STI acquired the 1,142,858  shares of the Class B
          common stock for $1. Upon this acquisition,  STI became a wholly owned
          subsidiary  of  International  Mercantile  Corporation.  STI  designs,
          develops  and  manufactures   biometrical  time  clocks  for  tracking
          employees' time and attendance.

          On February 14, 2002, International Mercantile Corporation changed its
          name to T & G2 (the "Company").  In addition,  the Company changed its
          domicile to Nevada,  which brought about a reverse 8 to 1 stock split,
          and a change in the par value of the stock to $0.001.

          In  addition  to STI  being a wholly  owned  subsidiary,  the  Company
          acquired Zingo Sales Ltd. ("Zingo") in March 2002 in a 2,500,000 share
          Class A  common  stock  acquisition.  Zingo's  mission  is to  design,
          develop,  manufacture and market easy to use complete  solutions using
          the latest  available  technologies.  Their first  product was a fixed
          based bingo unit, for which sales had been generated late in 2002. The
          Company  sold this segment in July 2004 for  $300,000.  This amount is
          currently a note receivable on the consolidated balance sheet.

          The  Company  has  reflected  the  results of this  subsidiary  in the
          discontinued  operations section of the statements of operations,  and
          has reclassified  the 2003 numbers to show  retroactive  treatment for
          this disposal in accordance with SFAS 144.

          In November 2002, the Company issued a board resolution authorizing an
          increase  to the  authorized  capital  to  100,000,000  Class A common
          shares and the Class B common shares to remain at the 2,000,000  share
          level.  In February 2003, the Company issued another board  resolution
          authorizing a further increase in its authorized  capital.  Under this
          resolution,  the Company increased its Class A common shares and Class
          B common shares to 250,000,000 shares and 5,000,000 shares authorized,
          respectively.  With this change, the Company issued a board resolution
          to  cancel  the  1,142,858  Class B common  shares,  and  issue to its
          officers 2,500,000 Class B common shares each (5,000,000 total) at par
          value.

          On April 25, 2001, Secure Time, Inc. merged into Clickese.com at which
          time the resulting  company  changed its name to STI. The  transaction
          was valued at $1 per share for 10,500,000 shares.






                                        8
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003


NOTE 1 -  ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
          --------------------------------------------------

          International  Mercantile  Corporation was originally  incorporated in
          the State of  Missouri,  on March 10,  1971.  Their  business  purpose
          included  among other things,  maintaining  an Internet based personal
          computer   manufacturing   business  selling   build-to-order  systems
          throughout  the  United  States  to value  added  retailers  and other
          marketers of micro-computer systems. The Company has terminated all of
          these business activities.

          On or about March 29, 2004,  the Company  entered into an  acquisition
          agreement   with   Holtermann   &  Team,   GmbH,   a  German   Company
          ("Holtermann"),  to  acquire,  effective  April 1,  2004,  100% of the
          assets and equity  interests of Holtermann in exchange for  10,000,000
          restricted  shares of the Company's  Class A Common  Stock.  Under the
          terms of the  Acquisition  Agreement,  the Company is the successor in
          interest to a certain  Loan  Agreement  under which  Holtermann  is to
          receive  $950,000 by the end of 2004.  The shares of common stock were
          issued in April 2004.

          The Company acquired  WholesaleByUs  ("WBU") on July 9, 2004. WBU is a
          technology  driven  company that developed  proprietary  technology to
          sell  products  through the  Internet.  The Company  acquired  WBU for
          $112,000 and 20,000,000 restricted Class A Common Shares of stock. The
          Company issued 15,000,000 of these shares to WBU that are issued based
          on sales criteria.  Should this criteria not be reached,  these shares
          are to be returned to the Company.  The shares were valued at $800,000
          and is  included  in goodwill  on the  consolidated  balance  sheet at
          December 31, 2004.

          The  Company  announced  on July 22,  2004 a name  change  to  Softnet
          Technology Corp.

NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          ------------------------------------------

          Principles of Consolidation
          ---------------------------

          The  consolidated  financial  statements  include the  accounts of the
          Company  and all of its wholly  owned  subsidiaries.  All  significant
          intercompany   accounts  and  transactions  have  been  eliminated  in
          consolidation.

          Use of Estimates
          ----------------

          The preparation of financial  statements in conformity with accounting
          principles generally accepted in the United States of America requires
          management to make estimates and assumptions  that affect the reported
          amounts of assets and liabilities and disclosures of contingent assets
          and liabilities at the date of the consolidated  financial  statements
          and the reported amounts of revenues and expenses during the reporting
          period. Actual results could differ from those estimates.



                                        9
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003


NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED)
          -----------------------------------------------------

          Revenue and Cost Recognition
          ----------------------------

          Commencing  in 2002,  the Company  started  generating  revenues.  The
          Company  currently  records its revenue on the accrual basis,  whereby
          revenue is recognized upon the sales orders being placed.

          Cost is recorded on the accrual  basis,  when the purchase  orders are
          placed, and operating costs are incurred rather than paid for.

          Cash and Cash Equivalents
          -------------------------

          The Company  considers  all highly liquid debt  instruments  and other
          short-term  investments  with an initial  maturity of three  months or
          less to be cash equivalents.

          The Company  maintains  cash and cash  equivalent  balances at several
          financial  institutions  that  are  insured  by  the  Federal  Deposit
          Insurance Corporation up to $100,000.

          Fixed Assets
          ------------

          Fixed assets are stated at cost.  Depreciation  is computed  primarily
          using the  straight-line  method over the estimated useful life of the
          assets.

          Furniture and fixtures                            7   Years
          Office equipment                               3 to 5 Years
          Time clock equipment                             1.5  Years
          Time clock software                               3   Years

          Income Taxes
          ------------

          The income tax  benefit is  computed  on the pretax  loss based on the
          current tax law.  Deferred  income  taxes are  recognized  for the tax
          consequences  in future years of differences  between the tax basis of
          assets and liabilities and their financial  reporting  amounts at each
          year-end based on enacted tax laws and statutory tax rates.









                                       10


<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003


NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
          ------------------------------------------------------

          Comprehensive Income
          --------------------

          The Company adopted  Statement of Financial  Accounting  Standards No,
          130,  "Reporting  Comprehensive  Income," (SFAS No. 130). SFAS No. 130
          requires  the  reporting  of  comprehensive  income in addition to net
          income from operations.

          Comprehensive   income  is  a  more  inclusive   financial   reporting
          methodology that includes  disclosure of information that historically
          has not been recognized in the calculation of net income.

          Advertising
          -----------

          Costs  of   advertising   and  marketing  are  expensed  as  incurred.
          Advertising  and  marketing  costs were  $112,096 and $448,037 for the
          years ended December 31, 2004 and 2003, respectively.

          Goodwill and Other Intangible Assets
          ------------------------------------

          In June 2001,  the FASB issued  Statement  No. 142 "Goodwill and Other
          Intangible Assets".  This statement addresses financial accounting and
          reporting  for  acquired  goodwill  and other  intangible  assets  and
          supersedes  APB Opinion No. 17,  Intangible  Assets.  It addresses how
          intangible  assets that are acquired  individually  or with a group of
          other assets (but not those acquired in a business combination) should
          be accounted for in financial statements upon their acquisition.  This
          Statement  also  addresses  how goodwill and other  intangible  assets
          should be accounted for after they have been  initially  recognized in
          the financial statements. The Company in its acquisition of Holtermann
          recognized  $1,249,964 of goodwill.  The Company has  determined  that
          $849,964 of this  goodwill has been  impaired as of December 31, 2004.
          The  remaining   $400,000  has  been  reflected  as  goodwill  on  the
          consolidated balance sheet at December 31, 2004.

          Earnings (Loss) Per Share of Common Stock
          -----------------------------------------

          Historical  net income  (loss) per common share is computed  using the
          weighted average number of common shares outstanding. Diluted earnings
          per  share  (EPS)  includes  additional  dilution  from  common  stock
          equivalents,  such as stock issuable pursuant to the exercise of stock
          options and warrants. Common stock equivalents are not included in the
          computation of diluted  earnings per share when the Company  reports a
          loss because to do so would be antidilutive for the periods presented.




                                       11
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003


NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
          ------------------------------------------------------

          Earnings (Loss) Per Share of Common Stock (continued)
          -----------------------------------------------------


          The following is a  reconciliation  of the  computation  for basic and
          diluted EPS:

<TABLE>
<CAPTION>
                                                         December 31,        December 31,
                                                             2004                2003
                                                       ----------------    ----------------
                                                                            (Reclassified)

<S>                                                    <C>                 <C>
          Net Loss                                     $    (2,058,587)    $    (2,354,632)
                                                       ----------------    ----------------

          Weighted-average common shares
            outstanding (Basic)                             66,521,080          56,289,764

          Weighted-average common stock equivalents:
                Stock options                                        -                   -
                Warrants                                             -                   -
                                                                     -                   -

          Weighted-average common shares
              outstanding (Diluted)                         66,521,080          56,289,764
                                                       ================    ================
</TABLE>

          Options and warrants  outstanding  to purchase stock were not included
          in the  computation of diluted EPS because  inclusion  would have been
          antidilutive.

          Software Development Costs
          --------------------------

          Internal use software costs are recorded in accordance  with Statement
          of  Position  (SOP) No.  98-1,  "Accounting  for the Costs of Computer
          Software  Developed or Obtained for Internal  Use".  Qualifying  costs
          incurred  during the  application  development  stage,  which  consist
          primarily of outside  services are  capitalized and amortized over the
          estimated  useful life of the asset.  All other costs are  expensed as
          incurred.  The  Company  has  determined  that all costs for the years
          ended  December  31, 2004 and 2003,  do not relate to the  application
          development stage and therefore have expensed these costs as they were
          incurred.

          Fair Value of Financial Instruments
          -----------------------------------

          The carrying  amount  reported in the  consolidated  balance sheet for
          cash and cash  equivalents,  accounts  receivable,  accounts  payable,
          accrued  expenses and notes payable  approximate fair value because of
          the immediate or short-term maturity of these financial instruments.



                                       12
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003


NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
          ------------------------------------------------------

          Stock-Based Compensation
          ------------------------

          The Company has elected to follow Accounting  Principles Board Opinion
          No. 25,  "Accounting  for Stock Issued to Employees" (APB No. 25), and
          related  interpretations,  in  accounting  for  their  employee  stock
          options rather than the alternative fair value  accounting  allowed by
          SFAS No.  123,  "Accounting  for  Stock-Based  Compensation",  and has
          adopted  the  enhanced   disclosure   provisions   of  SFAS  No.  148,
          "Accounting   for  Stock   Based   Compensation   -   Transition   and
          Disclosures",  an amendment of SFAS No. 123. APB No. 25 provides  that
          the  compensation  expense  relative to the Company's  employee  stock
          options is measured based on the intrinsic  value of the stock option.
          SFAS No. 123 requires  companies that continue to follow APB No. 25 to
          provide a  pro-forma  disclosure  of the impact of  applying  the fair
          value method of SFAS No. 123.

          Reclassifications
          -----------------

          Certain  amounts  for the year  ended  December  31,  2003  have  been
          reclassified  to conform to the  presentation of the December 31, 2004
          amounts.  The  reclassifications  have no effect on net income for the
          year ended December 31, 2003.

          Recent Accounting Pronouncements
          --------------------------------

          In September  2001, the Financial  Accounting  Standards  Board issued
          Statements  of  Financial   Accounting  Standards  No.  141,  Business
          Combinations,  and No.  142,  Goodwill  and Other  Intangible  Assets,
          effective for fiscal years  beginning  after December 15, 2001.  Under
          the new rules,  the  pooling of  interests  method of  accounting  for
          business   combinations   are  no  longer  allowed  and  goodwill  and
          intangible  assets deemed to have  indefinite  lives will no longer be
          amortized but will be subject to annual impairment tests in accordance
          with the  Statements.  Other  intangible  assets  will  continue to be
          amortized  over their  useful  lives.  The Company  adopted  these new
          standards effective January 1, 2002.












                                       13
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003


NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
          ------------------------------------------------------

          Recent Accounting Pronouncements (Continued)
          --------------------------------------------

          On October 3, 2001, the FASB issued Statement of Financial  Accounting
          Standards  No.  144,  "Accounting  for the  Impairment  or Disposal of
          Long-Lived  Assets"  ("SFAS  144"),  that is  applicable  to financial
          statements  issued for fiscal years beginning after December 15, 2001.
          The  FASB's  new  rules  on  asset  impairment   supersede  SFAS  121,
          "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
          Assets to Be Disposed Of," and portions of Accounting Principles Board
          Opinion 30,  "Reporting  the  Results of  Operations."  This  Standard
          provides  a  single  accounting  model  for  long-lived  assets  to be
          disposed of and significantly  changes the criteria that would have to
          be met to  classify  an  asset  as  held-for-sale.  Classification  as
          held-for-sale  is an important  distinction  since such assets are not
          depreciated  and are  stated at the lower of fair  value and  carrying
          amount.  This Standard also requires  expected future operating losses
          from  discontinued  operations  to be  displayed  in the period (s) in
          which the losses are incurred,  rather than as of the measurement date
          as presently required.  The Company has applied the provisions of FASB
          144, with respect to the sale of Zingo Sales.

          In April  2002,  the FASB  issued  SFAS No.  145,  Rescission  of FASB
          Statements  No. 4, 44 and 64,  Amendment of FASB Statement No. 13, and
          Technical  Corrections.  This statement rescinds SFAS No. 4, Reporting
          Gains and Losses from Extinguishment of Debt, and an amendment of that
          statement,  SFAS No. 44,  Accounting  for  Intangible  Assets of Motor
          Carriers,  and SFAS No.  64,  Extinguishments  of Debt Made to Satisfy
          Sinking-Fund   Requirements.   This  statement  amends  SFAS  No.  13,
          Accounting  for  Leases,  to  eliminate  inconsistencies  between  the
          required accounting for sales-leaseback  transactions and the required
          accounting for certain lease  modifications that have economic effects
          that are similar to sales-leaseback transactions.

          Also,   this   statement    amends   other   existing    authoritative
          pronouncements   to  make  various  technical   corrections,   clarify
          meanings,  or describe their  applicability  under changed conditions.
          Provisions  of SFAS No. 145 related to the  rescissions  of SFAS No. 4
          were  effective  for the Company on  November  1, 2002 and  provisions
          affecting SFAS No. 13 were effective for transactions  occurring after
          May 15, 2002.  The adoption of SFAS No. 145 did not have a significant
          impact on the Company's results of operations or financial position.








                                       14
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003


NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
          ------------------------------------------------------

          Recent Accounting Pronouncements (Continued)
          --------------------------------------------

          In June 2003,  the FASB  issued  SFAS No.  146,  Accounting  for Costs
          Associated  with Exit or Disposal  Activities.  This statement  covers
          restructuring  type  activities  beginning with plans  initiated after
          December  31,  2002.  Activities  covered  by this  standard  that are
          entered  into  after that date will be  recorded  in  accordance  with
          provisions  of SFAS No. 146. The adoption of SFAS No. 146 did not have
          a  significant  impact  on the  Company's  results  of  operations  or
          financial position.

          In December 2002, the FASB issued  Statement No. 148,  "Accounting for
          Stock-Based  Compensation-Transition  and Disclosure,  an amendment of
          FASB Statement No.  123"("SFAS  148").  SFAS 148 amends FASB Statement
          No.  123,  "Accounting  for  Stock-Based   Compensation,"  to  provide
          alternative  methods  of  transition  for an entity  that  voluntarily
          changes to the fair value based method of accounting  for  stock-based
          employee  compensation.  It also amends the  disclosure  provisions of
          that Statement to require  prominent  disclosure  about the effects on
          reported net income of an entity's  accounting  policy  decisions with
          respect to stock-based employee compensation.  Finally, this Statement
          amends  Accounting  Principles  Board ("APB") Opinion No. 28, "Interim
          Financial  Reporting",  to require  disclosure  about those effects in
          interim  financial  information.  SFAS 148 is effective  for financial
          statements  for fiscal  years ending  after  December  15,  2002.  The
          Company will continue to account for stock-based employee compensation
          using the  intrinsic  value method of APB Opinion No. 25,  "Accounting
          for  Stock  Issued  to  Employees,"   but  has  adopted  the  enhanced
          disclosure requirements of SFAS 148.

          In April 2003, the FASB issued SFAS  Statement No. 149,  "Amendment of
          Statement 133 on Derivative Instruments and Hedging Activities", which
          amends and clarifies financial accounting and reporting for derivative
          instruments,  including  certain  derivative  instruments  embedded in
          other  contracts  (collectively  referred to as  derivatives)  and for
          hedging  activities  under FASB  Statement  No.  133,  Accounting  for
          Derivative  Instruments  and Hedging  Activities.  This  Statement  is
          effective for contracts  entered into or modified after June 30, 2003,
          except for certain  hedging  relationships  designated  after June 30,
          2003.   Most   provisions   of  this   Statement   should  be  applied
          prospectively.   The  adoption  of  this  statement  did  not  have  a
          significant impact on the Company's results of operations or financial
          position.








                                       15
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003


NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
          ------------------------------------------------------

          Recent Accounting Pronouncements (Continued)
          --------------------------------------------

          In May 2003, the FASB issued SFAS Statement No. 150,  "Accounting  for
          Certain Financial Instruments with Characteristics of both Liabilities
          and Equity".  This Statement  establishes  standards for how an issuer
          classifies   and   measures   certain   financial   instruments   with
          characteristics  of both  liabilities and equity.  It requires that an
          issuer  classify a financial  instrument that is within its scope as a
          liability  (or an  asset in some  circumstances).  This  statement  is
          effective for financial instruments entered into or modified after May
          31, 2003,  and  otherwise  is effective at the  beginning of the first
          interim period  beginning after June 15, 2003,  except for mandatorily
          redeemable financial instruments of nonpublic entities, if applicable.

          It is to be implemented by reporting the cumulative effect of a change
          in an accounting  principle for financial  instruments  created before
          the issuance date of the Statement and still existing at the beginning
          of the interim period of adoption.  The adoption of this statement did
          not have a significant  impact on the Company's  results of operations
          or financial position.

          In November  2002, the FASB issued  Interpretation  No. 45 ("FIN 45"),
          Guarantor's  Accounting and Disclosure  Requirements  for  Guarantees,
          Including  Indirect  Guarantees  of  Indebtedness  of  Others.  FIN 45
          requires a company, at the time it issues a guarantee, to recognize an
          initial liability for the fair value of obligations  assumed under the
          guarantees and elaborates on existing disclosure  requirements related
          to  guarantees  and  warranties.   The  recognition  requirements  are
          effective for  guarantees  issued or modified  after December 31, 2002
          for  initial  recognition  and  initial  measurement  provisions.  The
          adoption of FIN 45 did not have a significant  impact on the Company's
          results of operations or financial position.

          In January  2003,  the FASB  issued FASB  Interpretation  No. 46 ("FIN
          46"),  Consolidation of Variable Interest Entities,  an Interpretation
          of ARB No. 51. FIN 46 requires certain variable  interest  entities to
          be consolidated by the primary beneficiary of the entity if the equity
          investors  in  the  entity  do  not  have  the  characteristics  of  a
          controlling  financial  interest or do not have  sufficient  equity at
          risk for the  entity to  finance  its  activities  without  additional
          subordinated financial support from other parties. FIN 46 is effective
          for all new  variable  interest  entities  created or  acquired  after
          January 31, 2003. For variable  interest  entities created or acquired
          prior to February 1, 2003,  the  provisions  of FIN 46 must be applied
          for the first interim or annual period  beginning after June 15, 2003.
          The  adoption  of FIN 46 did  not  have a  significant  impact  on the
          Company' results of operations or financial position.




                                       16
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003


NOTE 3 -  ACCOUNTS RECEIVABLE
          -------------------

          The Company extends  unsecured credit to its customers in the ordinary
          course  of  business  but  mitigates  the  associated  credit  risk by
          performing credit checks and actively  pursuing past due accounts.  An
          allowance for doubtful  accounts has not been  established at December
          31,  2004,  since  Management  is of the  opinion  that  all  accounts
          receivable are fully collectible.

NOTE 4 -  FIXED ASSETS
          ------------

          Fixed assets consist of the following at December 31, 2004 and 2003:

                                                  2004                2003
                                            ----------------    ----------------
          Office equipment                  $        19,369     $        10,380
          Furniture and fixtures                      2,646               2,646
          Time clock equipment                       38,730              38,730
          Time clock software                        54,144              54,144
                                            ----------------    ----------------
                                                    114,889             105,900
                                                    (96,503)            (74,850)
                                            ----------------    ----------------
                                Total       $        18,386     $        31,050
                                            ================    ================

          Depreciation  expense  was  $21,652  and  $38,670  for the years ended
          December  31,  2004  and  2003.  The  Company  sold  $133,506,  net of
          depreciation of Bingo Units upon the sale of Zingo Sales.

NOTE 5 -  NOTES PAYABLE - BANK
          --------------------

          On April 3, 2001, the Company entered into a line of credit  agreement
          with a bank. The note,  which is due on demand bears interest at prime
          plus 2.25% and provides for maximum borrowings up to $63,100. The line
          of credit is guaranteed  by a majority  shareholder.  The  outstanding
          balance at December 31, 2004 was $0. The line of credit was STI's, and
          was  assigned  over to the  Company  upon  the  acquisition.  Interest
          expense  charged to operations  for the years ended  December 31, 2004
          and 2003 was $0 and $2,705, respectively.

NOTE 6 -  NOTES PAYABLE - OTHER
          ---------------------

          The  Company  pursuant  to a note  agreement  dated May 28,  2002 with
          Protech Trading Inc. had a note payable in the amount of $68,800,  due
          May 30,  2003.  Interest  on this note was payable  quarterly,  at one
          percent per quarter,  four percent annually.  In addition to receiving
          the funds from  Protech,  the Company  issued them  200,000  shares of
          common stock for  consulting in  accordance  with the  agreement.  The
          agreement  between  the  parties  was  cancelled,  and  the  note  was
          forgiven, The Company had reclassified this note to additional paid in
          capital along with all accrued interest on the note as of December 31,
          2003.




                                       17
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003


NOTE 7 -  RELATED PARTY TRANSACTIONS
          --------------------------

          Amounts due to/from  related parties at December 31, 2004 were $63,367
          and $162,622, respectively, and consists of the following:

          A note payable to an officer at 10% interest,  payable monthly, due on
          demand.  At December 31, 2004,  the Company has paid off this note and
          all  remaining  interest due. As of December 31, 2003 this balance was
          $51,922.

          Note receivable from a company through common  ownership in the amount
          of $13,894 and $7,500 at December 30, 2004 and 2003, respectively.

          Note payables to a company  through common  ownership in the amount of
          $68,061 and $109,000 at December 31, 2004 and 2003,  respectively,  at
          10% interest,  payable monthly,  due on demand.  At December 31, 2004,
          the Company has  approximately  $16,402 and $8,739,  respectively,  in
          accrued interest to this company.

          The Company has $9,200  outstanding to another entity related  through
          common  ownership  at  December  31, 2004 and 2003,  respectively.  At
          December  31,  2004,  the  Company  has  approximately  $802 and $319,
          respectively in accrued interest to this company.

          Prior to the acquisition by International Mercantile Corporation,  STI
          relied upon funds from related parties to fund operations.

NOTE 8 -  ACQUISITIONS
          ------------

          On January  12,  2002,  the  Company  acquired  STI as a wholly  owned
          subsidiary for 20,511,365  shares of common stock.  At the time of the
          acquisition,  STI's book  value of their net assets was  approximately
          $0.  The  acquisition  of the  20,511,365  shares  were  valued at the
          Company's  fair value at the time of the issuance  which  approximated
          $.15 per share,  $3,177,556.  In accordance with FASB 142, the Company
          impaired the goodwill for that amount.

          In March, 2002, Zingo was acquired as a wholly owned subsidiary by the
          Company for  2,500,000  shares of common stock.  Zingo Sales,  Ltd., a
          relatively  new company had very  little  activity  and also had a net
          book  value of  approximately  $0. The shares  issued  were  valued at
          $1.95,  the fair  value of the  stock  at the  time of  issuance.  The
          $4,875,000,  was recorded as goodwill and subsequently impaired to $0.
          The  impairment  is  included  in  the   consolidated   statements  of
          operations  for the year ended  December  31,  2002.  The Company sold
          Zingo in July 2004,  and has accounted for this disposal in accordance
          with SFAS 144.






                                       18
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003


NOTE 8 -  ACQUISITIONS (CONTINUED)
          ------------------------

          On or about March 29, 2004,  the Company  entered into an  acquisition
          agreement   with   Holtermann   &  Team,   GmbH,   a  German   Company
          ("Holtermann"),  to  acquire,  effective  April 1,  2004,  100% of the
          assets and equity  interests of Holtermann in exchange for  10,000,000
          restricted  shares of the Company's  Class A Common  Stock.  Under the
          terms of the  Acquisition  Agreement,  the Company is the successor in
          interest to a certain  Loan  Agreement  under which  Holtermann  is to
          receive  $950,000 by the end of 2004.  The shares of common stock were
          issued in April 2004.

          The Company acquired  WholesaleByUs  ("WBU") on July 9, 2004. WBU is a
          technology  driven  company that developed  proprietary  technology to
          sell  products  through the  Internet.  The Company  acquired  WBU for
          $112,000 and 5,000,000  restricted Class A Common Shares of stock. The
          shares of stock have not been issued as of December 31, 2004.

NOTE 9 -  STOCKHOLDERS' EQUITY (DEFICIT)
          ------------------------------

          Preferred Stock
          ---------------

          At December 31, 2004 and 2003,  there are 5,000,000  shares of Class A
          Preferred  Stock,  par value $1.00  authorized and 0 shares issued and
          outstanding.  In April, 2003, the Company passed a board resolution to
          re-instate  the Series A  Preferred  Stock  changing  its par value to
          $.001.

          Additionally,  the  Company  passed a board  resolution  to  authorize
          5,000,000  shares of Class B Preferred  Stock,  par value $.001. As of
          December  31, 2004 and 2003,  the Company  has  2,000,000  and 282,703
          shares issued and outstanding.  282,703 of these shares were issued to
          Mercatus Partners,  Ltd. in connection with an amended loan agreement.
          These  shares were issued when the Company  cancelled  the  66,666,667
          shares of Class A Common Stock that were issued as  collateral  to the
          original loan agreement.  The amended loan agreement was terminated by
          the Company and all 282,703 shares have been  cancelled of record.  As
          of  December  31, 2004  certificates  representing  117,885  have been
          surrendered to the Company.  An additional  668,000 shares were issued
          to a Bermuda company as collateral for a promissory note. These shares
          were valued at the par value and recorded  against  additional paid in
          capital as the preferred  shares have no readily  determinable  market
          value.  Effective April 9, 2004, the Company terminated this agreement
          due to this  company's  failure to make loan  advances as set forth in
          the agreement. All shares have been surrendered to the Company.







                                       19
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003


NOTE 9 -  STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
          ------------------------------------------

          Preferred Stock (Continued)
          ---------------------------

          The  remaining  2,000,000  shares of the Class B  Preferred  Stock was
          issued  in  accordance  with a  March  24,  2004  Investment  Exchange
          Agreement  (the  "Agreement")  with Cross Capital Fund,  LLC.  ("Cross
          Capital").  The Company  entered into the Agreement  that provides for
          Cross  Capital to make an equity  investment  in the  Company  and the
          Company  will  receive  from  Cross  Capital  an  Investor  Membership
          Interest in an  aggregate  amount  equal to  $2,000,000  over the next
          twelve  months  (March  2005).  The  2,000,000  shares  were issued in
          exchange  for  the  Investor  Membership  Interest.  The  Company  has
          recorded  the   $2,000,000  as  a   subscription   receivable  on  the
          consolidated  balance sheet at December 31, 2004. The Preferred shares
          convert  to the  Company's  Class A Common  Shares as set forth in the
          agreement.

          Common Stock
          ------------

          As  of  December  31,  2004  and  2003,  there  were  500,000,000  and
          250,000,000 shares  authorized,  and 263,150,469 and 35,669,077 shares
          issued,  150,000,000  and 0  shares  in  escrow  and  112,869,069  and
          35,377,677 shares  outstanding  respectively,  of the Company's common
          stock A with a par value of $.001.  In February 2003, the Company upon
          an approved board  resolution  increased the  authorized  limit of the
          Class A common shares to  250,000,000  and increased it to 500,000,000
          in 2004.

          As of  December  31,  2004  and  2003,  there  were  5,000,000  shares
          authorized,  and  5,000,000  shares  issued  and  outstanding  of  the
          Company's common stock B with a par value of $.001,  respectively.  In
          February 2003, the Company upon an approved board resolution increased
          the  authorized  limit of the  Class B  common  shares  to  5,000,000.
          Subsequent  to  this  board  resolution,  the  Company  cancelled  the
          outstanding 1,142,858 shares and issued the entire 5,000,000 shares to
          two of its officers.

          The following shares of common stock Class A were issued for the years
          ended December 31, 2004 and 2003:

          The Company in the quarter ended  December 31, 2004 issued  12,525,000
          shares of common stock for cash in the amount of $536,000.








                                       20
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003


NOTE 9 -  STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
          ------------------------------------------

          Common Stock (Continued)
          ------------------------

          The  Company  issued   20,000,000   shares  of  common  stock  in  its
          acquisition of WholesaleByUs.  Of these shares, 15,000,000 shares were
          issued  based on a certain  sales  criteria  being met.  Should  those
          criteria  not be met,  the shares are to be  returned.  The shares are
          valued at $800,000 and are  reflected as goodwill on the  consolidated
          balance sheet at December 31, 2004.

          The Company in the quarter ended September 30, 2004 issued  17,433,333
          shares of common stock for cash in the amount of $205,500.

          The  Company in  September  2004 issued  150,000,000  shares of common
          stock as  collateral  under a loan  agreement.  These shares are being
          held by an escrow agent, and are restricted.  The Company has recorded
          these shares at the fair value of $900,000, and has classified them in
          their equity section as collateral under note agreement.

          The  Company in the  quarter  ended June 30,  2004  issued  13,858,059
          shares  of  common  stock  for  cash in the  amount  of  $237,231.  In
          addition, the Company has a subscription receivable of $39,930 due for
          a portion of these shares.

          The Company in April 2004 issued  10,000,000 shares of common stock to
          Holtermann  valued at $1,000,000 for the  acquisition of that company.
          On January 14,  2004,  the Company  entered  into a Loan and  Security
          Agreement  and a  Multiple  Advance  Promissory  Note  with a  Bermuda
          company.  This  agreement  establishes  a multiple  advance  loan of a
          maximum of $2,600,000. As collateral for this note, the Company issued
          668,000  shares of its Series B  Preferred  Stock.  Additionally,  the
          Company issued to the Bermuda company a warrant for the purchase of up
          to  6,000,000  shares of the  Company's  common stock A at an exercise
          price of $.15 per share.  The warrants carry no  registration  rights.
          Both the Series B Preferred Stock and the warrants have been cancelled
          due to the Bermuda company's failure to fund the loan.

          The Company  issued  3,585,000  shares to  consultants at various fair
          market value prices for a total expense of $331,650  (average value of
          $.09 per share) during the quarter ended March 31, 2004.

          The Company  issued 30,000 shares for legal services for $3,300 (value
          of $.11 per share) during the quarter ended March 31, 2004.

          The Company  issued  50,000  shares during the quarter ended March 31,
          2004 in  conversion  of accrued  expenses  valued at $7.500  ($.15 per
          share).

          The Company  received  $106,000  of  subscriptions  receivable  in the
          quarter ended March 31, 2004 that related to stock issuances in 2003.


                                       21
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003


NOTE 9 -  STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
          ------------------------------------------

          Common Stock (Continued)
          ------------------------

          There  were  1,600,000  shares of stock  issued in the  quarter  ended
          December 31, 2003 for consulting  services (including legal fees) at a
          fair value of $248,000 ($.15 per share).

          There  were  2,100,000  shares of stock  issued in the  quarter  ended
          December 31, 2003 for cash for $203,510 ($.09 per share).  The Company
          recorded an additional $139,120 on these shares to record the discount
          provided  and bring the fair value of the shares  issued to an average
          of $.16 per share, which was the fair value of the shares on the dates
          issued.  In addition,  the Company has a  subscription  receivable  of
          $122,560  relating to these  shares.  The Company also, in the quarter
          ended December 31, 2003 received  $65,000 relating to shares issued in
          the quarter ended September 30, 2003.

          There were  525,000  shares of stock  cancelled  in the quarter  ended
          December  31, 2003 for  accrued  compensation  to the  officers of the
          Company at a fair value of $105,000 ($.20 per share).

          There  were  1,210,000  shares of stock  issued in the  quarter  ended
          September 30, 2003 for consulting services (including legal fees) at a
          fair value of $170,400 ($.14 per share).

          There  were  5,625,000  shares of stock  issued in the  quarter  ended
          September 30, 2003 for cash for $626,693 ($.11 per share). The Company
          recorded an additional $228,307 on these shares to record the discount
          provided  and bring the fair value of the shares  issued to an average
          of $.15 per share, which was the fair value of the shares on the dates
          issued.  In addition,  the Company has a  subscription  receivable  of
          $65,000  relating to these  shares.  The Company  also, in the quarter
          ended September 30, 2003 received  $172,000  relating to shares issued
          in the quarter ended June 30, 2003.

          There  were  985,000  shares  of stock  issued  in the  quarter  ended
          September  30, 2003 for accrued  compensation  to the  officers of the
          Company at a fair value of $165,000 ($.16 per share).

          There were 3,332,000  shares of stock issued in the quarter ended June
          30,  2003 for  consulting  services  (including  legal fees) at a fair
          value of $261,960 ($.07 per share).






                                       22
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003


NOTE 9 -  STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
          ------------------------------------------

          Common Stock (Continued)
          ------------------------

          There were 8,280,000  shares of stock issued in the quarter ended June
          30, 2003 for cash for $651,700 ($.079 per share). The Company recorded
          an additional $112,183 on these shares to record the discount provided
          and bring the fair  value of the  shares  issued to an average of $.09
          per share, which was the fair value of the shares on the dates issued.
          In addition,  the Company has a  subscription  receivable  of $172,000
          relating to these shares.

          There were 800,000  shares of stock  issued in the quarter  ended June
          30, 2003 for accrued  compensation to the officers of the Company at a
          fair value of $45,200 ($.0565 per share).

          There were 32,100,000 shares of stock issued in the quarter ended June
          30, 2003 as collateral  for a note payable  agreement that the Company
          had  anticipated  entering  into.  These  shares  had a fair  value of
          $2,247,000  ($.07 per share).  The note payable was entered into,  and
          due to a default on or about  May/June  2003 by the other party to the
          transaction  in July 2003,  the shares were  returned and cancelled by
          the Company.

          There were  66,666,667  shares of stock cancelled in the quarter ended
          June 30,  2003  that  were  issued as  collateral  for a note  payable
          agreement  that the Company had entered into with  Mercatus  Partners,
          Ltd. These shares had a fair value of $8,666,667 ($.13 per share), and
          were being held in escrow. In April 2003, the Company amended the loan
          agreement  and  these  shares  were  cancelled  as  a  result  of  the
          amendment, and the Company issued 282,703 shares of Series B Preferred
          Stock at par value of $.001.  As set forth  above,  those  shares have
          similarly been cancelled.

          The  Company,  in the quarter  ended March 31, 2003  received  $43,900
          relating to shares issued in 2002.

          Treasury Stock
          --------------

          In January 2003, the Company  instituted a buy back program of its own
          stock. For the six months ended June 30, 2004, the Company bought back
          no  additional  shares  of  its  common  stock  and  placed  it in its
          treasury.  For the year ended  December 31, 2003,  the Company  bought
          back 281,400 shares of its common stock and placed it in its treasury.
          The Company has  accounted for its treasury  stock  utilizing the cost
          method, and such, the $37,338 at December 31, 2004 represents the cost
          value of the treasury shares acquired by the Company.




                                       23
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003


NOTE 9 -  STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
          ------------------------------------------

          Stock Options
          -------------

          As of January 1, 2000,  STI  adopted a stock  option  plan under which
          20,000,000  shares of common stock are  available  for  issuance  with
          respect to awards granted to officers,  management,  consultants,  and
          any other key  employees  of STI.  The options were to be exercised at
          not less than 85% of the fair  market  value of the shares on the date
          of grant.  The options  were to expire after 10 years from the date of
          grant. The options were to be exercisable immediately when granted and
          are were subject to restrictions on transfer,  repurchase and right of
          first refusal.  When in 2002,  STI was acquired by the Company,  these
          options were  cancelled  and replaced  with  identical  options of the
          Company.

          The  Company  applies APB  Opinion 25 and  related  interpretation  in
          accounting  for  stock  options.   The  Company  did  not  record  any
          compensation  expense  for the  granting of options in the years ended
          December 31, 2004 and 2003.


                                                                Weighted Average
                                                Options          Exercise Price
                                            ----------------    ----------------

Options outstanding at December 31, 2002          9,400,000     $         .0025
Granted during the year                                   0               .0025
Surrendered, forfeited or expired                         0                   -
Exercised                                                 0               .0025
                                            ----------------    ----------------

Options outstanding at December 31, 2003          9,400,000               .0025

Options outstanding at December 31, 2003          9,400,000               .0025
Granted during the year                                   0               .0025
Surrendered, forfeited or expired                         0                   -
Exercised                                                 0               .0025
                                            ----------------    ----------------

Options outstanding at December 31, 2004          9,400,000     $         .0025
                                            ================    ================

          Exercisable  options  outstanding,  and the related  weighted  average
          exercise  price at  December  31,  2004 and 2003  were  9,400,000  and
          9,400,000, and $0.0025 and $.0025, respectively.






                                       24
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003


NOTE 9 -  STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
          ------------------------------------------

          Stock Options (Continued)
          -------------------------

          The following  tabulation  summarizes certain  information  concerning
          outstanding and exercisable options at December 31, 2004 and 2003.


                                                  2004                2003
                                            ----------------    ----------------
     Outstanding options:
       Number outstanding                         9,400,000           9,400,000
       Weighted average exercise price      $         .0025     $         .0025
       Weighted average remaining
           contractual life in years                   5.50                6.50

     Exercisable options:
       Number outstanding                         9,400,000           9,400,000
       Weighted average exercise price      $         .0025     $         .0025

          If the Company had elected to recognize compensation based on the fair
          value of the options  granted at the grant date, net loss and loss per
          share would have been  increased to the  following  pro forma  amounts
          shown below:

<TABLE>
<CAPTION>
                                                                   2004                2003
                                                             ----------------    ----------------
<S>                                                          <C>                 <C>
     As reported net loss from continuing operations:        $    (2,058,587)    $    (2,354,632)

     Add: Stock-based compensation expense included in
     reported net loss from continuing operations, net of
     related tax effects                                     $             0     $             0

     Deduct: Total stock-based compensation expense
     determined under fair value based method for all
     awards, net of related tax effects                      $             0     $             0

     Pro forma loss from continuing operations               $    (2,058,587)    $    (2,354,632)

     Basic and diluted loss per share from continuing
     operations:

     As reported
     Pro forma                                               $          (.03)    $          (.04)
                                                             $          (.03)    $          (.04)
</TABLE>



                                       25
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003


NOTE 9 -  STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
          ------------------------------------------

          Stock Options (Continued)
          -------------------------

          The fair value of each option  granted  during the year ended December
          31, 2004 and 2003, was $0.00 and $0.00,  respectively.  The fair value
          of each option grant was  estimated on the date of the grant using the
          Black-Scholes Option Pricing Module, using the following assumptions:

                                                  2004                2003
                                            ----------------    ----------------

     Risk-free interest rate                          4.00%               4.00%
     Expected life in years                           5.50                6.50
     Expected volatility                               100%                100%
     Expected dividend yield                             0%                  0%

NOTE 10 - GOING CONCERN
          -------------

          As shown in the accompanying  consolidated  financial statements,  the
          Company  incurred  substantial net losses for the years ended December
          31, 2004 and 2003.  There is no guarantee  whether the Company will be
          able to generate  enough revenue and/or raise capital to support those
          operations.  This raises substantial doubt about the Company's ability
          to continue as a going concern.

          The Company has improved its operations  through its  acquisitions  of
          Holtermann  and   WholesaleByUs   and  has  been  affected  by  recent
          legislative mandates on the gaming industry that has lead to a portion
          of the Zingo unit revenue being  diminished,  which ultimately lead to
          the sale of that  subsidiary.  Management  feels  that  through  their
          recent acquisitions,  the Company will develop positive operations and
          cash flows.

          The consolidated  financial  statements do not include any adjustments
          that might result from the outcome of these uncertainties.

NOTE 11 - COMMITMENTS
          -----------

          In November  2002, the Company  installed its  Securetime  system in a
          restaurant at a major Las Vegas,  Nevada casino.  The Company has also
          received an order for the  Securetime  system  from a Native  American
          business  in  Oklahoma  and the  installation  was  completed  in late
          November.  Both of these installations signed contracts for continuing
          and  ongoing  services in March  2003.  In the first  quarter of 2004,
          Securetime  has installed a biometric ID system in a bingo facility in
          Wyoming.



                                       26
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003


NOTE 12 - LITIGATION
          ----------

          In an action commenced on or about March 28, 2002 in the Supreme Court
          of the State of New York, the plaintiff  seeks $40,000 in damages from
          the  Company  as well  as  other  defendants  listed  in this  action,
          allegedly sustained as a result of third party payments made on behalf
          of all  defendants,  including,  but not  limited to the  Company.  An
          answer denying all material  allegations was served upon the Plaintiff
          on May  1,  2002,  within  the  time  allotted  by  law to do so.  The
          Plaintiff as of March 25, 2004, has failed to respond to the Company's
          discovery  demands.  The  Company  will  seek an  Order  of the  Court
          dismissing  this  action  due to the  plaintiff's  failure  to comply.
          Management  is of the belief  that all  allegations  involved  in this
          action are without merit.  No liability is recorded for this action as
          of December 31, 2004.

NOTE 13 - PROVISION FOR INCOME TAXES
          --------------------------

          Deferred  income taxes will be determined  using the liability  method
          for the temporary  differences  between the financial  reporting basis
          and income tax basis of the Company's assets and liabilities. Deferred
          income taxes will be measured based on the tax rates expected to be in
          effect when the  temporary  differences  are included in the Company's
          consolidated  tax  return.  Deferred  tax assets and  liabilities  are
          recognized based on anticipated  future tax consequences  attributable
          to differences  between financial statement carrying amounts of assets
          and liabilities and their respective tax bases.

          At December 31, 2004, deferred tax assets approximated the following:

          Net operating loss carryforwards        $  5,776,426
          Less:  valuation allowance                (5,776,426)
                                                  -------------
                                                  $         -0-
                                                  =============

          At  December  31,   2004,   the  Company  had   accumulated   deficits
          approximating  $19,203,696  available to offset future  taxable income
          through 2023. The Company  established  valuation  allowances equal to
          the full amount of the deferred tax assets due to the  uncertainty  of
          the utilization of the operating losses in future periods.











                                       27
<PAGE>



                    SOFTNET TECHNOLOGY CORP. AND SUBSIDIARIES
                             (FORMERLY T & G2, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003


NOTE 14 - DISPOSAL OF BUSINESS
          --------------------

          In July 2004, the Company sold Zingo Sales. The Company's consolidated
          financial  statements have been reclassified to reflect these sales as
          discontinued   operations  for  all  periods   presented.   Summarized
          operating results of discontinued operations are as follows:

                                                     For the Years Ended
                                                         December 31
                                             -----------------------------------
                                                   2004               2003
                                             ----------------   ----------------

               Revenues                      $       158,977    $        51,135
                                             ----------------   ----------------

               Income (loss) before income
               taxes                         $         8,482    $       (97,983)

               Provision for taxes                         -                  -
                                             ----------------   ----------------

               Net income (loss)             $         8,482    $       (97,983)
                                             ================   ================

               Net income (loss) per share   $          (.00)   $          (.00)
                                             ================   ================

               Diluted income (loss) per
               share                              $         (.00)       (.00)
                                             ================   ================

NOTE 15 - SUBSEQUENT EVENTS
          -----------------

          On February 22, 2005, the Company acquired Indigo Technology  Services
          (Indigo), a technology company based in Atlanta, Georgia.

          Indigo is a provider of business technology  consulting and technology
          products and solutions designed to help companies integrate technology
          into  everyday  lives.  Indigo is the creator of Guest Worx High Speed
          Internet Access.

          The Company in January 2005 changed the name of its German  subsidiary
          to SoftNet International GmbH.











                                       28